CapMan Group's Corporate Governance 

CapMan complies with the Finnish Corporate Governance Code for listed companies issued by the Securities Market Association. Furthermore, CapMan Plc’s corporate governance is in line with laws of Finland, the rules of NASDAQ OMX Helsinki Ltd and Group’s Articles of Association. Corporate Governance Statement prepared in compliance with the Finnish Corporate Governance Code Recommendation 51 and it is available on the company’s website at www.capman.com. The Statement is also published in the company’s Annual Report 2009.

The Finnish Corporate Governance Code as a whole is available on the website of the Securities Market Association www.cgfinland.fi.  

CapMan deviates from the Code’s Recommendation 14, which says that the majority of the members of the board shall be independent of the company. At the moment half of the board members are independent of the company and half are not independent of the company. This deviation will enable the company to have a competent board which fulfils the requirements of the recommendation 9 of the Code especially in respect to the knowledge of the specifics of the private equity industry. The deviation is also motivated by the ownership structure of the company. CapMan Plc’s Board has also decided to deviate from the Code’s Recommendation 24 for Audit Committee in that it has decided not to establish an Audit Committee because the company’s business does not require a separate audit committee and the Board shall be able to handle the committee’s duties alongside its other tasks. The Company also deviates from recommendation 41, which applies to the participation of non-executive directors in share-related remuneration schemes. Non-executive members of the Board of Directors can participate in a share-related remuneration scheme in accordance with the decision of the Annual General Meeting, in which case shareholders have the opportunity to evaluate whether such remuneration is in their interest.    

CapMan Plc’s Board of Directors is responsible for verifying the Group’s Corporate Governance principles.  


CapMan Group's Corporate Governance in its entirety
 (pdf file)

 

CapMan Plc Group’s Corporate Governance Statement for the 2009 Financial Year (pdf file)